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City Manager & Auditor Executive Search-6201-Award/Ordinance/Pricing Docusign City Manager Approval Transmittal Coversheet File Name Purchasing Contact DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 6201 Karen Smith Waters Group - City Manager and Auditor Executive Search Contract RFP 6201 – Amendment #1 Page 1 of 5 THE STATE OF TEXAS § § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND WATERS & COMPANY [RFP NO. 6201] THIS FIRST AMENDMENT TO CONTRACT 6201 (“Amendment”) by and between the City of Denton, Texas (“the Client”) and Waters & Company (“W&C”); The CLIENT deems it necessary to further expand the goods/services provided by W&C to the CLIENT; NOW THEREFORE, A. “Scope of Professional Services”, Section 2, shall be amended to read as follows: W&C will provide professional services in the area of an executive recruitment for the position of City Manager and Auditor. This Agreement includes W&C’s commitment to provide all elements of W&C’s standard recruitment process, services, and conditions described below. B. “All-Inclusive Professional Price, Billing and Payment” Section 3, shall be amended to read as follows: The all-inclusive professional price to conduct the recruitment for the City of Denton’s City Manager is $24,500 and Auditor is $21,500.00, for a total of $46,000, and includes the cost of professional services by the Lead Consultant and the project support staff, and all project-related expenses such as advertising, printing, candidate background and reference checks, and travel expenses for on-site visits by the Lead Consultant. This fee does not include on-site interviews at the semi- finalist locations. The Total not-to-exceed amount shall be $50,350. Travel expenses incurred by candidates for on-site interviews with the client are not the responsibility of W&C and are handled directly by the client organization. The Client will make payments for the project upon receipt of an invoice submitted by W&C. Payment to W&C is due upon receipt. All invoices will be forwarded to the Client for processing unless otherwise directed. For reporting purposes, W&C’s tax identification number is 47-1064404. The all-inclusive professional price will be billed in four installments; 30% of the fee will be billed at the beginning of the recruitment; 30% at the implementation of Phase I; 30% at the implementation of Phase II; and the final 10% upon acceptance of offer by the candidate. Nothing contained in this Section shall require the Client to pay for any work which is not submitted in compliance with the terms of this Agreement. Client shall not be required to make any payments to W&C, when W&C is in material default under this agreement for more than 30 days after receipt of written notice of such default from Client. It is specifically understood and agreed that W&C shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the Client for any DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 RFP 6201 – Amendment #1 Page 2 of 5 charge, expense, or reimbursement above the maximum not to exceed fee as stated without first having obtained written authorization from the Client. Project milestones and timelines defined below. Dates may be adjusted by mutual agreement of both parties: Project Milestones for City Manager Search: Project Commencement Fee $7,350 Target Date: August 8, 2016 Phase 1 – Profile Development Advertising & Candidate Outreach Fee $7,350 Target Completion: September 12, 2016  Task 1 - Candidate Profile Development/Advertising/Marketing (includes one day on site by Recruitment Co-Project Team Leaders). Deliverables include: o W&C completes on-site interviews to develop candidate profile and recruitment brochure; the City approves ad placement schedule and time line. o W&C sends draft recruitment brochure to the City. o The City returns draft recruitment brochure (with edits) to W&C.  Task 2 – Identify Quality Candidates. Deliverables include: o W&C commences executive recruitment advertising and marketing. o Online data collection and profile development. Phase 2 – Applicant screening and assessment and recommendation of semi-finalist. Comprehensive background checks and reference checks of finalist. Fee $7,350 Target Completion: October 12, 2016  Task 3 - Screening of Applications and Submission of Recommended Semi-Finalists to Client (includes one day on site by the Recruitment Co-Project Team Leaders. Deliverables include: o W&C commences formal review of applications and sends most promising applicants a Candidate Questionnaire to provide additional information about background and experience. Candidates complete recorded interview online. o W&C completes formal review of applications and sends selected resumes and questionnaire responses to the City for review. Also candidates’ recorded interviews are presented. o Semi-finalists complete candidate management style assessment and responses are reviewed and interview questions are developed. o W&C meets with the City and recommends semifinalists; the City selects finalists for on-site interviews.  Task 4 – Reference Checks, Background Checks and Academic Verifications. Deliverables include: o W&C completes reference checks/background checks/ academic verification on finalists. DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 RFP 6201 – Amendment #1 Page 3 of 5 Phase 3 – On-site Interviews with finalists. Fee included Target Completion: Week of October 17, 2016  Task 5 – Final Process/On-Site Interviews with Finalists (includes two days on site by Co-Project Team Leaders). Deliverables include: o W&C sends documentation for finalists to the City. o The City conducts on-site interviews with finalists. Phase 4 – Employment offer Made/Accepted Fee $ 2,450 Target Completion: Week of October 24, 2016  The City extends employment offer to selected candidate and accepted. Project Milestones for City Auditor Search: Project Commencement Fee $6,450 Target Date: September 1, 2016 Phase 1 – Profile Development Advertising & Candidate Outreach Fee $6,450 Target Completion: November 2, 2016  Task 1 - Candidate Profile Development/Advertising/Marketing (includes one day on site by Recruitment Co-Project Team Leaders). Deliverables include: o W&C completes on-site interviews to develop candidate profile and recruitment brochure; the City approves ad placement schedule and time line. o W&C sends draft recruitment brochure to the City. o The City returns draft recruitment brochure (with edits) to W&C.  Task 2 – Identify Quality Candidates. Deliverables include: o W&C commences executive recruitment advertising and marketing. o Online data collection and profile development. Phase 2 – Applicant screening and assessment and recommendation of semi-finalist. Comprehensive background checks and reference checks of finalist. Fee $6,450 Target Completion: November 16, 2016  Task 3 - Screening of Applications and Submission of Recommended Semi-Finalists to Client (includes one day on site by the Recruitment Co-Project Team Leaders. Deliverables include: o W&C commences formal review of applications and sends most promising applicants a Candidate Questionnaire to provide additional information about background and experience. Candidates complete recorded interview online. DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 RFP 6201 – Amendment #1 Page 4 of 5 o W&C completes formal review of applications and sends selected resumes and questionnaire responses to the City for review. Also candidates’ recorded interviews are presented. o Semi-finalists complete candidate management style assessment and responses are reviewed and interview questions are developed. o W&C meets with the City and recommends semifinalists; the City selects finalists for on-site interviews.  Task 4 – Reference Checks, Background Checks and Academic Verifications. Deliverables include: o W&C completes reference checks/background checks/ academic verification on finalists. Phase 3 – On-site Interviews with finalists. Fee included Target Completion: Week of January 2, 2017  Task 5 – Final Process/On-Site Interviews with Finalists (includes two days on site by Co-Project Team Leaders). Deliverables include: o W&C sends documentation for finalists to the City. o The City conducts on-site interviews with finalists. Phase 4 – Employment offer Made/Accepted Fee $ 2,150 Target Completion: Week of January 9, 2017  The City extends employment offer to selected candidate and accepted. OPTIONAL SERVICES FOR CONSIDERATION FEES At the City’s option, W&C will conduct a web-based survey to determine key community wide issues and priorities that could be considered in the selection of a new City Manager and City Auditor. This survey is completed by community leaders, citizens, and City employees and would alter the project timeline. $1,650.00 OPTIONAL SERVICES FOR CONSIDERATION FEES On rare occasions, W&C is asked to provide additional search services that are not included in this scope of service or to provide more than three on-site visits to the City. Additional work specifically requested by the City which is outside of the scope of this project will be invoiced at the hourly rate of $220 plus expenses. W&C will submit a written explanation of the additional services to be provided and the estimated hours that will be required prior to commencing any additional services. $220.00 per hour plus reasonable expenses. DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 RFP 6201 – Amendment #1 Page 5 of 5 All other provisions of the contract 6201, as heretofore amended, remain in full force and effect. IN WITNESS WHEREOF, the Client and the W&C, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date _______________________. “CLIENT” CITY OF DENTON, TEXAS A Texas Municipal Corporation By: __________________________________ HOWARD MARTIN INTERIM CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY By: __________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: ___________________________________ “W & C” WATERS & COMPANY By: _________________________________ AUTHORIZED SIGNATURE, TITLE DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 Senior Vice President 9/15/2016 Revised 6/11 Request for City Manager Approval of Purchase DATE: September 1, 2016 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Carla Romine 349-8344. ACM: Bryan Langley SUBJECT Amend the professional services contract with Waters & Company for an executive search to include the search for a City Auditor for a total expenditure not to exceed $50,350. (PSA 6201) BID/FILE INFORMATION Staff solicited proposals from ten firms for the executive search for the vacant City Manager and Auditor positions. The firms were evaluated and an evaluation matrix created (Matrix is available upon request). Staff and the Council Appointee Performance Review Committee (CAPR) recommended Waters & Company per the attached memo. (Attachment 1). The City executed an agreement with Waters & Company in the amount not to exceed $27,750 for the City Manager search only (Attachment 2). On August 23, 2016, Council gave direction to conduct a search for the City Auditor position as well. Therefore, staff is requesting to amend the existing contract (PSA 6201) to include the auditor search. The professional services fee for the City Auditor proposed by Waters & Company is $21,500 (as shown in Attachment 3). The proposal only included three on-site visits. Because the interview process that the Council desires has not yet determined, staff is not sure how many on-site visits will be needed. As such, staff has included the ability to have five additional on-site visits, as with the City Manager search, for a not to exceed amount of $22,600 for the City Auditor search. The total contract for both positions will not exceed $50,350. PRIOR ACTION/VIEW (COUNCIL, BOARDS, COMMISSIONS) None RECOMMENDATION Amend that current PSA contract with Waters & Company to include the City Auditor search for an additional $22,600. Proposals were accepted via email from ten Executive search firms. Most quotes were within the same price window, with only a few thousand dollars difference. While Waters & Company was $4,000 higher than the lowest quote, they are local and they have more experience with our organization than any of the other companies. BASIS FOR SELECTION Price, location of company, and experience with the City. DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 Revised 6/11 Request for City Manager Approval Page 2 PRINCIPAL PLACE OF BUSINESS Waters & Company Dallas, TX ESTIMATED SCHEDULE OF PROJECT December 2016/January 2017 (contingent upon Council schedule) CONTRACT ADMINISTRATOR Carla Romine-Haggmark, Director of Human Resources FISCAL INFORMATION This amendment will be funded by an operating account, 105001. Attachment 1: CAPR Recommendation Memo Attachment 2: Waters & Company Contract Requested by: Name: Carla Romine Phone: 349-8344 PO # 177650 Respectfully submitted: Purchasing Expenditure Approved: __________________________ City Manager or Designate __________________________ Date DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 9/15/2016 MEMORANDUM DATE: July 22, 2016 TO: Honorable Mayor and Members of the City Council FROM: Kevin Roden, Council Appointee Performance Review (CAPR) Committee, Chair SUBJECT: Executive Recruitment Firms for City Manager Search The Human Resources staff contacted 10 executive recruitment firms for the City Manager search and received proposals from all of them. The firms include:  Affion Public  Colin Baenzinger and Associates  KRW Associates, LLC  The Mercer Group  Ralph Andersen and Associates  S. Renee Narloch & Associates  Slavin Management  Strategic Government Resources  Waters and Company  Whitney Smith Company Of the 10, staff recommended Strategic Government Resources and Waters and Company as the top two contenders. All of the firms have a similar search process, and the differences in proposed fees are not substantial enough for cost to be a defining factor. The CAPR committee received copies of all of the proposals and met on July 19, 2016, to discuss the options. After reviewing the information provided and considering staff’s input, the CAPR committee is recommending that Council contract with Waters and Company to conduct the search for our next City Manager. A copy of their proposal is included as an attachment to this memorandum. Waters and Company has conducted almost a dozen executive searches for the City since 2008, including:  Police Chief (twice)  Fire Chief  Director of Finance  Chief Technology Officer  Electric Utilities General Manager “Dedicated to Quality Service” www.cityofdenton.com ADA/EOE/ADEA 215 E. McKINNEY, DENTON, TEXAS 76201 • (940) 349-7717 • FAX (940) 349-8596 • Email:kevin.roden@cityofdenton.com DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048  Parks and Recreation Director  Historic Preservation Officer  Engineering Director  Library Director  Planning Director The City Manager has had good experience with the hires we have made with the assistance of Waters and Company, and with that many searches, they know our organization well. A resolution has been placed on the July 26, 2016, City Council agenda for Council to approve the search firm (without any search firm name included). Please note that the staff also asked for cost information if the firm was to conduct a search for a City Auditor. The consensus of the CAPR committee members is the Council still needs to have more discussion about the City Auditor position, and the discount offered for doing a concurrent search is not substantial enough to warrant delaying the process for the City Manager search. I am also attaching a copy of the current City Manager job description for your reference. With the assistance of the executive recruiter(s), we will have subsequent conversations about what we will be looking for in a City Manager, which may impact the job description. As such, this is only being provided for informational purposes at this time. We look forward to beginning the search process for this extremely important position. DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 Contract 6201 Page 1 of 13 CONTRACT # 6201 AGREEMENT FOR SERVICES Agreement made this day __________________________, between the City of Denton, Texas, hereafter referred to as “the Client”, and Waters & Company, A Springsted Company, hereafter referred to as “W&C”. RECITALS The Client has its principal place of business at 901 B. Texas Street, Denton, Texas 76209. W&C has its principal place of business at 380 Jackson Street, Suite 300, St. Paul, MN 55101. W&C provides services to clients across the nation in the field of wage and salary systems software, executive recruitment and other related human resource services; therefore, the Client engages the executive recruitment services of W&C; and in consideration of the promises herein contained, both parties agree to the following: TERM 1. This Agreement shall be for the period necessary for successful completion of the project, commencing on upon purchase order issuance and may not be terminated by the Client unless W&C’s services are no longer desired. If the Client terminates, W&C is entitled to any portion of its fee so earned. If any of these provisions apply, the terminating party must provide 30 days written notice to the other party. SCOPE OF PROFESSIONAL SERVICES 2. W&C will provide professional services in the area of an executive recruitment for the position of City Manager. This Agreement includes W&C’s commitment to provide all elements of W&C’s standard recruitment process, services, and conditions described below. ALL-INCLUSIVE PROFESSIONAL PRICE, BILLING and PAYMENT 3. The all-inclusive professional price to conduct the recruitment for the City of Denton’s City Manager position is $24,500.00 as a not-to-exceed amount and includes the cost of professional services by the Lead Consultant and the project support staff, and all project-related expenses such as advertising, printing, candidate background and reference checks, and travel expenses f or on-site visits by the Lead Consultant. This fee does not include on-site interviews at the semi-finalist DocuSign Envelope ID: EEE1B5F0-2224-449A-ACCC-145EDECA2A44 August 1, 2016 DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 Contract 6201 Page 2 of 13 locations. Travel expenses incurred by candidates for on-site interviews with the client are not the responsibility of W&C and are handled directly by the client organization. The Client will make payments for the project upon receipt of an invoice submitted by W&C. Payment to W&C is due upon receipt. All invoices will be forwarded to the Client for processing unless otherwise directed. For reporting purposes, W&C’s tax identification number is 47-1064404. The all-inclusive professional price will be billed in four installments; 30% of the fee will be billed at the beginning of the recruitment; 30% at the implementation of Phase I; 30% at the implementation of Phase II; and the final 10% upon acceptance of offer by the candidate. Nothing contained in this Section shall require the Client to pay for any work which is not submitted in compliance with the terms of this Agreement. Client shall not be required to make any payments to W&C, when W&C is in material default under this agreement for more than 30 days after receipt of written notice of such default from Client. It is specifically understood and agreed that W&C shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the Client for any charge, expense, or reimbursement above the maximum not to exceed fee as stated without first having obtained written authorization from the Client. Project milestones and timelines defined below. Dates may be adjusted by mutual agreement of both parties: Project Milestones: Project Commencement Fee $7,350 Target Date: August 8, 2016 Phase 1 – Profile Development Advertising & Candidate Outreach Fee $7,350 Target Completion: September 12, 2016  Task 1 - Candidate Profile Development/Advertising/Marketing (includes one day on site by Recruitment Co-Project Team Leaders). Deliverables include: o W&C completes on-site interviews to develop candidate profile and recruitment brochure; the City approves ad placement schedule and time line. o W&C sends draft recruitment brochure to the City. o The City returns draft recruitment brochure (with edits) to W&C.  Task 2 – Identify Quality Candidates. Deliverables include: o W&C commences executive recruitment advertising and marketing. o Online data collection and profile development. DocuSign Envelope ID: EEE1B5F0-2224-449A-ACCC-145EDECA2A44DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 Contract 6201 Page 3 of 13 Phase 2 – Applicant screening and assessment and recommendation of semi- finalist. Comprehensive background checks and reference checks of finalist. Fee $7,350 Target Completion: October 12, 2016  Task 3 - Screening of Applications and Submission of Recommended Semi-Finalists to Client (includes one day on site by the Recruitment Co-Project Team Leaders. Deliverables include: o W&C commences formal review of applications and sends most promising applicants a Candidate Questionnaire to provide additional information about background and experience. Candidates complete recorded interview online. o W&C completes formal review of applications and sends selected resumes and questionnaire responses to the City for review. Also candidates’ recorded interviews are presented. o Semi-finalists complete candidate management style assessment and responses are reviewed and interview questions are developed. o W&C meets with the City and recommends semifinalists; the City selects finalists for on-site interviews.  Task 4 – Reference Checks, Background Checks and Academic Verifications. Deliverables include: o W&C completes reference checks/background checks/ academic verification on finalists. Phase 3 – On-site Interviews with finalists. Fee included Target Completion: Week of October 17, 2016  Task 5 – Final Process/On-Site Interviews with Finalists (includes two days on site by Co-Project Team Leaders). Deliverables include: o W&C sends documentation for finalists to the City. o The City conducts on-site interviews with finalists. Phase 4 – Employment offer Made/Accepted Fee $ 2,450 Target Completion: Week of October 24, 2016  The City extends employment offer to selected candidate and accepted. OPTIONAL SERVICES FOR CONSIDERATION FEES At the City’s option, W&C will conduct a web-based survey to determine key community wide issues and priorities that could be considered in the selection of a new City Manager and City Auditor. This survey is completed by community leaders, citizens, and City employees and would alter the project timeline. $1,650.00 OPTIONAL SERVICES FOR CONSIDERATION FEES DocuSign Envelope ID: EEE1B5F0-2224-449A-ACCC-145EDECA2A44DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 Contract 6201 Page 4 of 13 TRIPLE GUARANTEE 4. The intent of the Triple Guarantee is a commitment to remain with the recruitment assignment until you have made an appointment for the fees and tasks quoted in this proposal. Its elements include: (1) If you are unable to make a selection from the initial group of finalists, W&C will work to identify a supplemental group until you find a candidate to hire; (2) Your executive recruitment is guaranteed for 24 months against termination for cause or voluntary resignation. The replacement recruitment will be repeated with no additional professional fee, but only for project-related expenses. Candidates appointed from within your organization do not qualify for this guarantee. This guarantee is subject to further limitations and restrictions of your state laws. Additional services include a performance appraisal and review after 12 months of service of the appointed candidate, with no professional fee charged to you. If you elect to use this service, the only cost you would incur would be the reimbursement for any project-related expenses; and (3) W&C will not solicit any candidates selected under this contract for any other position while the candidate is employed with your organization. DEVOTION OF TIME 5. W&C shall devote such time to the performance of its duties under this Agreement as is necessary for the completion of all project phases. ENTIRE AGREEMENT 6. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Agreement that is not contained herein shall be valid or binding. On rare occasions, W&C is asked to provide additional search services that are not included in this scope of service or to provide more than three on-site visits to the City. Additional work specifically requested by the City which is outside of the scope of this project will be invoiced at the hourly rate of $220 plus expenses. W&C will submit a written explanation of the additional services to be provided and the estimated hours that will be required prior to commencing any additional services. $220.00 per hour plus reasonable expenses. DocuSign Envelope ID: EEE1B5F0-2224-449A-ACCC-145EDECA2A44DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 Contract 6201 Page 5 of 13 AMENDMENT 7. This Agreement may be amended by the mutual agreement of the parties hereto in writing and must be attached to and incorporated into this Agreement. LEGAL CONSTRUCTION 8. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions thereof and this Agreement shall be constructed as if such invalid, illegal, or unenforceable provision had never been contained herein. ADDITIONAL TERMS, CONDITIONS and REQUIREMENTS 9. RESPONSIBILITIES OF THE CITY: The Client understands that the proper and timely completion of W&C’s services hereunder requires the reasonable cooperation of the Client (including, without limitation, its agencies, and their respective officers, directors, employees, other personnel and agents). Client agrees to provide all such reasonable cooperation requested by W&C, including, without limitation, the following: A. Access to, and/or copies of Client’s requirements for the recruited position; B. Access to Client’s personnel; C. Office space and access to support services such as copying and telephone; D. Written representations from Client’s attorney’s, both internal and external; the latter may bill Client for such services; E. Written representations from Client about the Hiring Process and other related matters. 10. INDEPENDENT CONTRACTOR: W&C shall provide services to the Client as an independent contractor, not as an employee of the Client. W&C shall not have or claim any right arising from employee status. 11. INDEMNITY PROVISION: W&C shall indemnify, defend, and save and hold harmless the Client and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses and expenses, including but not limited to court costs and reasonable attorney fees incurred by the Client in each case solely for injury, death and physical damages to real or tangible personal property to the extent resulting from the negligent acts or omissions of DocuSign Envelope ID: EEE1B5F0-2224-449A-ACCC-145EDECA2A44DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 Contract 6201 Page 6 of 13 the W&C or its officers, partners, agents, or employees in the execution, operation, or performance of this Agreement; except that the indemnity provided for in this Section shall not apply to any liability resulting from the sole negligence of Client, its officers, agents, employees or separate contractors, and in the event of joint and concurrent negligence of both W&C and Client, responsibility, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas. As a condition to the foregoing indemnity obligation, Client shall provide W&C with prompt notice of any claim for which indemnification shall be sought hereunder and shall cooperate in all reasonable respects with W&C in connection with any such claim. W&C shall be entitled to control the handling of any such claim, with full disclosure of any and all claims, and actions taken thereunder, to the Client; and W&C shall be entitled to defend or settle any such claim, in its sole discretion, with counsel of its own choosing. Nothing in this agreement shall be construed to create a liability to any person who is not a party to this Agreement and nothing herein shall waive any of the party’s defenses, both at law or equity, to any claim, cause of action or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. 12. OWNERSHIP OF WORKPAPERS, DOCUMENTS, AND PROPERTY: All work papers of W&C shall remain the property of W&C. In addition, to the extent that W&C utilizes any of its property (including, without limitation, any hardware or software of W&C or any proprietary or confidential information or trade secrets of W&C) in performing the services hereunder, such property shall remain the property of W&C, and Client shall acquire no right or interest in such property. Except for the work papers and other documentation as described above, all documents prepared or furnished by the W&C for delivery to Client pursuant to this Agreement are instruments of service and shall become the property of the Client upon the termination of this Agreement, and full and final payment of all undisputed amounts owed W&C hereunder. The W&C is entitled to retain copies of all such documents. 13. INSURANCE: Without limiting any of the other obligations or liabilities of W&C; W&C shall provide and maintain during the performance of the Services under this Agreement, DocuSign Envelope ID: EEE1B5F0-2224-449A-ACCC-145EDECA2A44DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 Contract 6201 Page 7 of 13 and until the contracted work has been completed and accepted by the City of Denton, the minimum insurance coverage as indicated hereinafter. A. During the performance of the services under this Agreement, W&C shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A or above: B. Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. C. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. D. Workers’ Compensation Insurance in accordance with statutory requirements, and Employers’ Liability Insurance with limits of not less than $100,000 for each accident. The insurer shall agree to waive all rights of subrogation against the Client, its officials, agents, employees and volunteers for any work performed for the Client by the Named Insured. E. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. F. W&C shall furnish insurance certificates or insurance policies at the Client’s request to evidence such coverage’s. The insurance policies shall name the Client as an Additional Insured on the Auto Liability and General Liability policies. In the event of insurance cancellation, W&C shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. 14. ARBITRATION AND ALTERNATE DISPUTE RESOLUTION: The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution such as mediation. No arbitration or alternate dispute DocuSign Envelope ID: EEE1B5F0-2224-449A-ACCC-145EDECA2A44DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 Contract 6201 Page 8 of 13 resolution arising out of or relating to this Agreement involving one party’s disagreement may include the other party to the disagreement without the other’s approval. 15. TERMINATION OF AGREEMENT: Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days advance written notice to the other party. This agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be effected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the nonperformance , and not less than 30 days to cure the failure, and (2) an opportunity for consultation with the terminating party prior to termination. If the agreement is terminated prior to completion of the services to be provided hereunder, W&C shall immediately cease all services and shall render a final bill for services to the Client within 30 days after the date of termination. The Client shall pay W&C for all services rendered and satisfactorily performed and for reimbursable expenses incurred prior to the date of termination in accordance with the terms of this Agreement. Should the Client subsequently contract with a new Contractor for the continuation of services, W&C shall reasonably cooperate in providing information in accordance with, and to the extent required by, applicable professional standards. W&C shall turn over all documents prepared or furnished by W&C for delivery to the Client pursuant to this Agreement to the Client on or before date of termination, but may maintain copies of such documents for its own files. 16. SUBCONTRACTING: Neither this Agreement, nor the professional services to be provided hereunder may be assigned or subcontracted without prior written approval of the Client. 17. RETENTION OF AND ACCESS TO RECORDS: For a period of five years after the date of W&C’s report on any audit completed hereunder, upon reasonable written notice to W&C and the Client, representatives of the cognizant audit agency (or its designee), the Texas state auditing agency and the United States General Accounting Office shall be entitled during W&C’s regular business hours during the said five year period to inspect and designate for copying W&C’s audit workpapers relating to such completed services. Copies will be made at Client’s or requestor’s expense by, or under the control of W&C. DocuSign Envelope ID: EEE1B5F0-2224-449A-ACCC-145EDECA2A44DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 Contract 6201 Page 9 of 13 18. NOTICES: All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail at the address shown below, certified mail, return receipt requested, unless otherwise specified herein. To Contractor: To CITY: Waters & Company City of Denton, Texas – File 6201 Attn: Managing Principal Karen Smith, Assistant Purchasing Mgr 380 Jackson Street, Suite 300 901 B. Texas Street St. Paul, MN 55101 Denton, Texas 76209 purchasing@cityofdenton.com All notices shall be deemed effective upon receipt by the party to whom such notice is given. 19. ENTIRE AGREEMENT: This Agreement, including all Exhibits and Amendments annexed hereto and made a part hereof, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other oral or written representations, understandings or agreements relating to the subject matter hereof. Neither party shall be bound by the provisions of any pre-printed or other written terms and conditions subsequent to the date of this Agreement relating to the subject matter hereof unless such additional terms and conditions are made effective pursuant to the Amendments subsection of this section. 20. SEVERABILITY: If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. 21. COMPLIANCE WITH LAWS: W&C shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the professional services performed pursuant to this Agreement, as they may now read or may hereafter be amended. DocuSign Envelope ID: EEE1B5F0-2224-449A-ACCC-145EDECA2A44DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 Contract 6201 Page 10 of 13 22. EMPLOYMENT PRACTICES/DISCRIMINATION PROHIBITED: In performing the services required hereunder, W&C shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. W&C agrees that in connection with the services to be provided to the Client hereunder that it will comply with all applicable laws and regulations regarding employment discrimination. 23. PERSONNEL/CONFLICTS OF INTEREST: A. W&C represents that it has or will secure at its own expense all professional and support personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, nor have any contractual relations with the Client. W&C shall immediately inform the Client of any conflict of interest(s) that may occur, that may be discovered, or may arise during the term of this Agreement. B. All services required hereunder will be performed by W&C. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. 24. ASSIGNABILITY: W&C shall not assign any interest in this Agreement and shall not transfer any interest in this Agreement (whether by assignment, novation or otherwise) without the prior written consent of the Client. 25. MODIFICATION OR AMENDMENT: A. No waiver or modification of this Agreement or of any covenant, condition or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed; and, the parties further agree that the provisions of this section will not be waived unless as herein set forth. B. No amendment of this Agreement shall be valid unless in writing and signed by both parties. DocuSign Envelope ID: EEE1B5F0-2224-449A-ACCC-145EDECA2A44DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 Contract 6201 Page 11 of 13 26. FORCE MAJEURE: Notwithstanding any other provision in this Agreement, W&C shall not be liable or held responsible for any failure to perform or delays in performing its obligations under this Agreement, including but not limited to, the completion of the audit and issuance of its report thereon, which result from circumstances or causes beyond W&C’s reasonable control, including, without limitation, acts or omissions or the failure to cooperate pursuant to this Agreement by the Client (including, without limitation, entities or individuals under its control, or any of their respective officers, directors, employees, other personnel and agents), fire or casualty, act of God, strike or labor disputes, war or other violence, or any law, order or requirement of any governmental agency or authority. 27. MISCELLANEOUS: A. W&C agrees that Client shall, until the expiration of five (5) years after the final payment or after final completion of all work required under this Agreement, whichever is longer, have access to and the right to examine any directly pertinent books, documents, papers, correspondence, to include e-mails, and records of W&C involving transactions relating to this Agreement. W&C is required to maintain and make available all electronic records associated with this Agreement for purposes of examination. W&C agrees that the Client shall have access during normal working hours to all necessary W&C facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this section. The Client shall give W&C reasonable advance notice of intended audits. This paragraph shall work in conjunction with the Audit provision set forth in paragraph 19 above, and as set forth in paragraph 30 below. B. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Chuck Rohre, Lead Consultant. However, nothing herein shall limit W&C from using other qualified and competent members of its firm to perform the services required herein. W&C understands that the Client is to be informed of the removal or loss of any of the key persons working under this Agreement. W&C also agrees to provide the Client with notice of the name(s) of who it intends to replace the DocuSign Envelope ID: EEE1B5F0-2224-449A-ACCC-145EDECA2A44DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 Contract 6201 Page 12 of 13 key person. The Client shall have a right to reject any replacement key person(s) and W&C agrees to name a replacement key person(s) acceptable to the Client. D. W&C shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, W&C shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the Client. E. The Client shall assist W&C by placing at the W&C’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for W&C to enter in or upon public and private property as required for the W&C to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. 28. RIGHT TO AUDIT: The Client shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. W&C shall retain such books, records, documents and other evidence pertaining to this Agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, W&C shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the Client similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the Client unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by W&C which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the Client’s sole discretion, grounds for termination thereof. Each of the DocuSign Envelope ID: EEE1B5F0-2224-449A-ACCC-145EDECA2A44DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 Contract 6201 Page 13 of 13 terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 29. Executed on the day and the year first written in this Agreement. CITY OF DENTON, TEXAS WATERS & COMPANY By: x________________________________ By: x________________________________ Name: Karen E. Smith Name: Charles A. Rohre_________________ Title: Assistant Purchasing Manager Title: Senior Vice President______________ DocuSign Envelope ID: EEE1B5F0-2224-449A-ACCC-145EDECA2A44DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 Certificate Of Completion Envelope Id: EEE1B5F02224449AACCC145EDECA2A44 Status: Completed Subject: Please DocuSign: 6201- Contract Waters City Manager 080116.pdf Source Envelope: Document Pages: 13 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Karen E. Smith AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) karen.smith@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 8/1/2016 9:43:54 AM Holder: Karen E. Smith karen.smith@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Chuck Rohre crohre@waters-company.com Senior Vice President Security Level: Email, Account Authentication (Optional)Using IP Address: 172.3.100.145 Sent: 8/1/2016 9:45:56 AM Viewed: 8/1/2016 10:07:57 AM Signed: 8/1/2016 10:08:54 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Karen E. Smith karen.smith@cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 8/1/2016 10:08:55 AM Viewed: 8/1/2016 10:19:31 AM Signed: 8/1/2016 10:19:37 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Carla Romine carla.romine@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 8/1/2016 10:19:38 AM Electronic Record and Signature Disclosure: Accepted: 12/18/2014 9:30:29 AM ID: 15adc6b4-6a4b-4f37-87b5-96dfeb776423 Notary Events Timestamp Envelope Summary Events Status Timestamps DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/1/2016 10:19:38 AM Certified Delivered Security Checked 8/1/2016 10:19:38 AM Signing Complete Security Checked 8/1/2016 10:19:38 AM Completed Security Checked 8/1/2016 10:19:38 AM Electronic Record and Signature Disclosure DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 10/14/2014 5:02:13 PM Parties agreed to: Carla Romine DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: kevin.gunn@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at kevin.gunn@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. DocuSign Envelope ID: 446CB36D-F425-4BC0-99A5-24FFAA007048 Certificate Of Completion Envelope Id: 446CB36DF4254BC099A524FFAA007048 Status: Completed Subject: ****City Manager Approval ******Docusign Item 6201 ***** Source Envelope: Document Pages: 28 Signatures: 6 Envelope Originator: Certificate Pages: 9 Initials: 0 Karen E. Smith AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) karen.smith@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 9/1/2016 3:11:52 PM Holder: Karen E. Smith karen.smith@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Karen E. Smith karen.smith@cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 9/1/2016 3:12:23 PM Viewed: 9/1/2016 3:12:35 PM Signed: 9/1/2016 3:13:15 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Elton Brock elton.brock@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 9/1/2016 3:13:16 PM Viewed: 9/1/2016 5:06:19 PM Signed: 9/1/2016 5:06:50 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Chuck Rohre crohre@waters-company.com Senior Vice President Security Level: Email, Account Authentication (Optional)Using IP Address: 172.3.100.145 Sent: 9/1/2016 5:06:51 PM Viewed: 9/2/2016 8:20:46 AM Signed: 9/2/2016 8:20:59 AM Electronic Record and Signature Disclosure: Accepted: 9/2/2016 8:20:46 AM ID: 4a83fab4-b383-410d-95c8-6f71f26159d0 John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 9/2/2016 8:21:01 AM Resent: 9/9/2016 4:43:49 PM Viewed: 9/9/2016 4:45:35 PM Signed: 9/9/2016 4:45:57 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Signer Events Signature Timestamp Howard Martin howard.martin@cityofdenton.com Interim City Manager City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 9/9/2016 4:46:00 PM Viewed: 9/15/2016 11:19:01 AM Signed: 9/15/2016 11:19:29 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 9/15/2016 11:19:31 AM Viewed: 9/20/2016 8:29:26 AM Signed: 9/20/2016 8:29:39 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 9/2/2016 8:21:01 AM Viewed: 9/2/2016 8:48:58 AM Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 9/2/2016 8:21:01 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 9/20/2016 8:29:41 AM Viewed: 9/20/2016 2:00:50 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Sent: 9/20/2016 8:29:41 AM Viewed: 9/29/2016 11:10:49 AM Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.Winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Sent: 9/20/2016 8:29:41 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Carla Romine Carla.romine@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 9/20/2016 8:29:41 AM Viewed: 9/20/2016 10:31:10 AM Electronic Record and Signature Disclosure: Accepted: 12/18/2014 9:30:29 AM ID: 15adc6b4-6a4b-4f37-87b5-96dfeb776423 Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/20/2016 8:29:41 AM Certified Delivered Security Checked 9/20/2016 8:29:41 AM Signing Complete Security Checked 9/20/2016 8:29:41 AM Completed Security Checked 9/20/2016 8:29:41 AM Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 4/20/2015 9:25:38 AM Parties agreed to: Chuck Rohre, Robin Fox How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: kevin.gunn@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at kevin.gunn@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 10/14/2014 12:02:13 PM Parties agreed to: Carla Romine How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: kevin.gunn@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at kevin.gunn@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.